Anup Kumar Khemani Vs Balendra Choudhury (NCLAT Delhi)
The four connected appeals, Company Appeal (AT) Nos. 102, 103, 104 and 113 of 2020, arose from the proceedings concerning transfer of shares in Assam Medical Corporation Pvt. Ltd. (AMC). The appeals challenged the order of the NCLT Guwahati Bench concerning transfers of shares to incoming Agarwal and Khemani group shareholders.
AMC was incorporated as a public limited company in 1960 and converted into a private limited company on 18.12.1961. Dr. Kalicharan Das subsequently established the Dr Kali Charan Das Trust in 1981 and transferred his 117 AMC shares, representing approximately 23.4% of the Company’s share capital, to the Trust.
In December 2017, the Trust decided to sell its 117 shares. An Agreement for Transfer of Shares dated 28.12.2017 was executed for their transfer to incoming shareholders for total consideration of Rs.4,68,00,000/-. Other individual shareholders also transferred shares to incoming shareholders.
Article 15 of AMC’s Articles of Association prescribed a procedure for transfer of shares. A member intending to transfer shares was required to give written notice to the Board. The Board would then act as agent for the sale to members of the Company at an agreed price or, failing agreement, at a price certified by the Company’s auditor as the fair selling value.
